Liberia: Types of Company
Back to Liberia
Information: Business, Taxation and Offshore
In this section:
- Liberia Formation
- Liberia Post Formation Filing Requirements
- Liberia Registered Agent and Address of Record
Liberian corporations, registered business companies,
LLC's, limited partnerships, foundations and not-for-profit
corporations are easily formed under the Liberian
Non-resident Liberian entities are not liable for
Liberian tax, unless beneficially owned by a person
liable to taxation in Liberia, but cannot trade within
Liberia or own real estate in Liberia, and cannot
undertake banking, insurance, insurance broking or
mutual fund business anywhere. Directors, officers,
managers, etc. can be any nationality and the entity
can be managed from any jurisdiction.
The Liberian Registry is operated by LISCR,
LLC (Liberian International Ship and Corporate Registry)
as agent of the Minister of Foreign Affairs of the
Republic of Liberia.
Liberian entities can be formed on the same day that
formation instructions are received, by email or fax,
in either Liberian Corporate Registry offices of LISCR
in Vienna, Virginia (email@example.com)
or Zurich, Switzerland (firstname.lastname@example.org).
Formation is currently completed only in these two
locations but modern technology means that the actual
formation documents can be available the day of formation
in either of those locations or London, Piraeus, Greece
or Hong Kong.
Unless collection from the LISCR office in one of
the above locations is requested, formation documents
are sent by courier. There may be an additional courier
charge ($40 from the US to locations outside of the
US, $25 from Switzerland to locations outside of Switzerland).
Confirmation of incorporation/registration is sent
by email or fax.
If requested, scanned copies of formation documents
can be sent at the time of formation to the instructing
party (or, on that person's instructions, elsewhere).
major milestone in 2010 was the launceh of eCorp©,
the Corporate Registry’s state-of-the-art web-based
client interface that provides clients with secure,
convenient, real-time, 24/7 access to their accounts
Form new corporations
• Reserve names for new corporations
• Monitor the status of their existing corporations
• Obtain Certificates of Incorporation and Goodstanding
• Obtain copies of invoices
• Make payments via credit card and drawdown
Clients must contact email@example.com to obtain
log-in credentials to access eCorp at https://ecorp.liscr.com.
At the time of writing, the cost of formation of most
Liberian entities is USD713.50, which includes the
first year's annual registration tax and annual fee
to the registered agent in Liberia. In the case of
a corporation or registered business company this
includes the capitalisation tax on either 500 shares
at no par value or authorised capital of USD50,000
with shares of par value. If the authorised capital
exceeds this amount, additional capitalisation tax
is payable and will be calculated at the time of incorporation.
Thereafter annual tax and fees of USD450 in total
are due on the anniversary date of formation, and
annual invoices are sent in advance of that date.
Different formation and annual charges apply to limited
partnerships and foreign maritime entities (see below).
Formation instructions will be accepted from any professional
user of offshore corporations (including ship managers,
manning agents, ship owners, etc., as well as company
and trust managers, lawyers, accountants, investment
companies, etc.). In general, The LISCR Trust Company,
as registered agent is precluded by due diligence
requirements from accepting instructions from individuals
not engaged professionally in company management or
acting as a professional advisor.
A name-checking service is available and names can
be reserved. New shelf entities are no longer provided
because of the speed of formation, but LISCR does
hold a list of available names from which a choice
can be made.
Aged shelf corporations are available.
Every name must include a suffix appropriate to the
type of entity, but, as with the name, it can be in
any language so long as it is in Roman characters.
There are special provisions to enable a name to be
recorded in Chinese characters also and for the corporation
to trade using the name in Chinese. A name may not
be the same as or too similar to an existing name,
and there are restrictions on using names which may
mislead or imply a connection with or the patronage
of the Government of Liberia.
A Liberian entity is permitted to have as its objects
any purpose not specifically precluded by the law
(e.g., a foundation may not trade, but may own the
shares of trading organisation). Corporations frequesntly
have as the objects clause a provision authorising
the corporation to do anything permitted by the Business
Corporation Act, so could carry on any business which
does not require a licence from a Government authority
in Liberia, in practice precluding only banking, insurance,
mutual funds, and gaming. Standard formation documents
are available, or custom documents can be used, either
by the addition of provisions to the standard documents
or by submitting custom documents (subject to compliance
with the statutory requirements). Regular clients
of the Registry deposit custom documents with the
Registry to speed formation.
To facilitate same-day incorporation, The LISCR Trust
Company acts as subscriber to the formation documents,
for example in the case of a corporation, the Articles
of Incorporation, Registration Certificate, etc. Formation
documents include the transfer of subscription from
each LISCR subscriber.
It is also possible for formation documents to be
prepared, subscribed legalized and filed by the person
requesting the formation.
On request and at no additional fee, staff of the
registered agent will conduct organisation meetings,
adopt bylaws, appoint directors, etc., for a corporation
or registered business company as instructed in the
One shareholder and one director are required for
a corporation or registered business company. One
person can hold all the officerships of a corporation;
the same person cannot be the sole director and the
secretary of a registered business company. There
must be at least one general and one limited partner
for a limited partnership. One member and one manager
are sufficient for an LLC. Detailed information about
requirements for a foundation and a not-for-profit
corporation can be obtained from LISCR.
Corporations and registered business companies can
be formed with registered and/or bearer shares, or
a combination of both and with the facility to change
from one to the other. There is no requirement to
file the partnership agreement for a limited partnership,
the operating/management agreement for an LLC or the
statutes of a foundation. In the case of a limited
partnership and a foundation an abstract of some of
the terms is filed.
Foreign maritime entities are legal entities established
in another jurisdiction, which for the purpose of
owning a ship registered under the Liberia flag, register
in Liberia and become a Liberian entity, as well as
retaining the underlying entity in the place of original
formation. So, for example a German limited partnership
may register as an FME. The partnership continues
in Germany (and any change in the information about
the partnership filed as part of the FME registration
must be notified and the registration amended), but
the legal entity which owns the ship will be the FME.
An FME is permitted to have as its object only the
owning and operating of a Liberia flagged ship.
Formation/registration instructions, specifying the
information needed to form/register each type of nonresident
legal entity permitted by Liberian law, are available
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Liberia Post Formation Filing
Post-formation there are minimal filing requirements,
confined to matters that affect the status of the
formation document (e.g., Amendment to the Articles,
merger, introduction of a new limited partner, etc).
Beneficial ownership does not have to be disclosed
to the authorities.
For a corporation or registered business company,
articles of amendment, merger, consolidation, conversion,
re-domiciliation and dissolution take effect only
when filed. Model documents are available from LISCR,
with detailed instructions and filing fees.
There is no requirement for a Liberian corporation
to file the names of directors or officers (Liberian
corporations, based on US law, require officers to
be appointed) or to file information about issued
capital or shareholders.
There is a facility to make voluntary filings of directors
(certificate of election), officers (certificate of
incumbency), minutes, affidavits, bylaws and powers
of attorney, where this is required by the corporation,
for example to facilitate the opening of bank accounts.
Again model documents and instructions are available
Filing requirements for a registered business company
include directors, secretary and shareholders, with
a requirement to file changes within 30 days and an
annual filing (included in the arrangements for payment
of the annual tax and fee of USD450, at the time of
There is no requirement to file accounts for any type
of Liberian entity. The normal books of record of
a legal entity and financial records should be maintained
to reflect the entity's financial status and to satisfy
the obligation to disclose information to, for example,
the shareholders. The records can be maintained in
any location selected by the directors/managers and
can be in paper or maintained electronically.
Filing requirements for limited partnerships, LLCs
and foundations can be obtained from LISCR, along
with model documents and instructions.
A duplicate copy of every filed document, stamped
by the Minister of Foreign Affairs as Registrar of
Corporations, is provided to the corporation.
Certificates of goodstanding and certified copies
of filed documents are available, both to the entity
and to a third party. In the case of a corporation
or a registered business company, the corporation
or company may request an extended certificate of
goodstanding, to include information specified by
the corporation/company and which has been the filed
with the Registrar (e.g., the names of directors,
in the case of a corporation, by way of a voluntary
filing of a certificate of election).
An entity which has been dissolved or which has been
struck-off can generally be reinstated, on filing
of the necessary indemnities and payment of all outstanding
fees and any penalty fees (in the case of striking-off).
All documents filed must be in the English language
(or if not in English be accompanied by a certified
translation, but both the English and the "foreign"
version are filed documents and can be used as official
extracts from the Registry) and be properly executed
(notarised and apostiled or legalised by a Liberian
consul or Special Agent of the Bureau of Maritime
Affairs (available at every LISCR office)
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Liberia Registered Agent and
Address of Record
Every non-resident entity formed or registered under
the Liberian Associations Law is statutorily required
to retain The LISCR Trust Company as registered agent
in Liberia. The annual fees include the registered
agent charges. The registered agent is available for
the service of process in Liberia and forwards any
mail addressed to a Liberian entity sent to its offices.
As well as public filing with the Minister of Foreign
Affairs as Registrar (undertaken by the registered
agent), documents can be deposited with the registered
agent. The registered agent then issues a certificate
recording the information contained in the document
deposited. At the time of writing, there is a USD200
fee payable to the registered agent. Model forms and
instructions can be obtained from LISCR.
The annual cost of maintaining a Liberian entity (other
than a limited partnership or a foreign maritime entity
- both USD500 - and a not-for-profit corporation -
USD300) is USD450 (at the time of writing), which
includes the annual registration tax of USD150 and
the registered agent's annual fee of USD300. Annual
fees are due on the anniversary of formation (or registration
in the case of a limited partnership, an LLC, re-domiciled
corporation or company, etc.) and are invoiced to
the address of record in respect of the entity, as
supplied to the registered agent at the time of incorporation,
or subsequently in the event of a change of address.
The person requesting the formation of a Liberian
entity is normally responsible for payment of the
formation fee and in the Registry's records will be
the address of record (billing address) for the entity
to which all future annual invoices will be mailed,
unless the address of record notifies LISCR of a change.
The address of record is regarded as confidential
and is retained exclusively in the records of The
LISCR Trust Company, as registered agent. The billing
address is not available to any third parties. The
address of record is used for mailing annual invoices,
legal notices and other correspondence from the registered
agent. The registered agent usually accepts instructions
in respect of an entity only from the address of record.
Service of process, if any is received by the registered
agent on behalf of an entity, will be sent to the
address of record.
provides practical assistance in all issues of filing
and in the general management of Liberian entities,
and, although it is not able to provide legal advice
or opinions, maintains a list of lawyers licensed
in Liberia and able to provide opinions in a timely
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